Filing Details
- Accession Number:
- 0001104659-25-031180
- Form Type:
- 13D Filing
- Publication Date:
- 2025-04-01 20:00:00
- Filed By:
- Jacob DeWitte
- Company:
- Oklo Inc.
- Filing Date:
- 2025-04-02
- SEC Url:
- 13D Filing
Ownership Summary
Please notice the below summary table is generated without human intervention and may contain errors. Please refer to the complete filing displayed below for exact figures.
| Name | Sole Voting Power | Shared Voting Power | Sole Dispositive Power | Shared Dispositive Power | Aggregate Amount Owned Power | Percent of Class |
|---|---|---|---|---|---|---|
| Jacob DeWitte | 0 | 25,402,712 | 0 | 25,402,712 | 25,402,712 | 18.2% |
| Caroline Cochran | 0 | 25,402,712 | 0 | 25,402,712 | 25,402,712 | 18.2% |
Filing
|
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549 |
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 3)
|
Oklo Inc. (Name of Issuer) |
Class A Common Stock, par value $0.0001 per share (Title of Class of Securities) |
02156V109 (CUSIP Number) |
Jacob DeWitte, c/o Oklo Inc. 3190 Coronado Drive, Santa Clara, CA, 95054 (844) 200-3276 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) |
02/05/2025 (Date of Event Which Requires Filing of This Statement) |
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of §§ 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the
Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other
provisions of the Act (however, see the Notes).
SCHEDULE 13D
|
| CUSIP No. | 02156V109 |
| 1 |
Name of reporting person
Jacob DeWitte | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,402,712.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| CUSIP No. | 02156V109 |
| 1 |
Name of reporting person
Caroline Cochran | ||||||||
| 2 | Check the appropriate box if a member of a Group (See Instructions)
(a)
(b)
| ||||||||
| 3 | SEC use only | ||||||||
| 4 |
Source of funds (See Instructions)
OO | ||||||||
| 5 |
Check if disclosure of legal proceedings is required pursuant to Items 2(d) or 2(e)
| ||||||||
| 6 | Citizenship or place of organization
UNITED STATES
| ||||||||
| Number of Shares Beneficially Owned by Each Reporting Person With: |
| ||||||||
| 11 | Aggregate amount beneficially owned by each reporting person
25,402,712.00 | ||||||||
| 12 | Check if the aggregate amount in Row (11) excludes certain shares (See Instructions)
| ||||||||
| 13 | Percent of class represented by amount in Row (11)
18.2 % | ||||||||
| 14 | Type of Reporting Person (See Instructions)
IN |
SCHEDULE 13D
|
| Item 1. | Security and Issuer | |
| (a) | Title of Class of Securities:
Class A Common Stock, par value $0.0001 per share | |
| (b) | Name of Issuer:
Oklo Inc. | |
| (c) | Address of Issuer's Principal Executive Offices:
3190 Coronado Drive, Santa Clara,
CALIFORNIA
, 95054. | |
Item 1 Comment:
This Amendment No. 3 to Schedule 13D (this "Amendment No. 3") amends and supplements the statement on Schedule 13D filed with the United States Securities and Exchange Commission on May 16, 2024 (as amended to date, the "Schedule 13D"), relating to the Class A common stock, par value $0.0001 per share (the " Class A Common Stock"), of Oklo Inc., a Delaware corporation (the "Issuer"). Capitalized terms used herein without definition shall have the meaning set forth in the Schedule 13D. | ||
| Item 5. | Interest in Securities of the Issuer | |
| (a) | Item 5 of the Schedule 13D is hereby amended and restated in its entirety as follows:
The information contained on the cover pages is incorporated by reference to this Item 5.
The Reporting Persons may be deemed to beneficially own an aggregate of 25,402,712 shares of Class A Common Stock, representing 18.2% of the Class A Common Stock outstanding based upon 139,018,305 shares of Class A Common Stock outstanding as of March 21, 2025, as set forth in the Issuer's Annual Report on Form 10-K filed by the Issuer on March 24, 2025. | |
| (b) | The information contained on the cover pages is incorporated by reference to this Item 5.
The amounts reflected in the cover pages consist of (i) 10,805,098 shares of Class A Common Stock held of record by Mr. DeWitte, (ii) 10,502,108 shares of Class A Common Stock held of record by Ms. Cochran; (iii) 2,000,000 shares of Class A Common Stock held of record by Mr. DeWitte's GRAT; (iv) 2,000,000 shares of Class A Common Stock held of record by Ms. Cochran's GRAT, (v) 56,180 restricted stock units ("RSUs") held of record by Mr. DeWitte that have vested or will vest within 60 days and (vi) 39,326 RSUs held of record by Ms. Cochran that have vested or will vest within 60 days. Mr. DeWitte and Ms. Cochran are married and, as a result, may be deemed to share beneficial ownership of each other's securities. | |
| (c) | On February 5, 2025, the Reporting Persons ceased to have voting and dispositive power over 2,541,647 shares of Class A Common Stock held of record by Mr. DeWitte and Ms.Cochran's various family members.
From March 27, 2025 through March 31, 2025, Mr. DeWitte disposed of an aggregate of 216,000 shares of Class A Common Stock in a series of open-market transactions. Details by date, listing the number of shares of Class A Common Stock disposed of and the weighted average price per share, are provided below. The Reporting Persons undertake to provide, upon request by the staff of the SEC, the Issuer, or a security holder of the Issuer, full information regarding the number of shares sold at each separate price for each transaction:
March 27, 2025
-Shares Disposed of: 35,365
-Weighted Average Price Per Share: $25.1463
March 28, 2025
-Shares Disposed of: 139,635
-Weighted Average Price Per Share: $22.8812
March 31, 2025
-Shares Disposed of: 41,000
-Weighted Average Price Per Share: $21.8036
Additionally, on March 31, 2025, the Reporting Persons gifted an aggregate of 100,000 shares of Class A Common Stock for no consideration. | |
| (d) | None. | |
| (e) | Not applicable. | |
| SIGNATURE | |
After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.
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